The original Complaint charges NovaGold and certain of its officers and directors with violations of the Securities Act of 1933 and Securities Exchange Act of 1934. NovaGold is engaged in the business of exploration and development of mineral properties. Throughout the Class Period, Defendants falsely portrayed NovaGold as a rapidly growing company on the verge of moving from a mid-tier exploration and development company to a mid-tier gold and copper production company by issuing a series of materially false and misleading statements regarding the costs, progress and viability of its multi-billion dollar Galore Creek project.
Specifically, the complaint alleges that the Class Period begins on October 25, 2006, when NovaGold issued a press release touting the results of a feasibility study performed by Hatch Ltd. ("Hatch") that purportedly "confirmed" the economic viability of the Galore Creek project. According to a statement made by the Company's President and CEO, Rick Van Nieuwenhuyse ("Nieuwenhuyse"), in the October 25, 2006 press release, "the Feasibility Study confirms that Galore Creek is one of the world's largest undeveloped copper-gold-silver projects with one of the lowest cash costs in the industry ...." The Feasibility Study estimated the capital costs for the Galore Creek project to be Cdn $2.2 billion. The Hatch Feasibility Study enabled the Company to successfully fend off a hostile takeover bid by mining giant Barrick Gold by maintaining the average closing price of the Company's shares above Barrick Gold's $16 per share tender offer. In fact, when fending off Barrick Gold's takeover bid Nieuwenhuyse assured shareholders "that at US$16, NovaGold shares are better than money in the bank." The Hatch Feasibility Study also allowed the Company to raise hundreds of millions of dollars in an April 2007 secondary stock offering, thus providing a strong motive for the Defendants to misrepresent the Hatch Feasibility Study as a bankable study. Throughout the Class Period, the Company regularly and systematically assured the investing public that the construction of the Galore Creek project was on schedule and on budget.
On November 26, 2007, the Company shocked investors when it announced that it would suspend activities at Galore Creek based on the results of an updated feasibility study, which estimated the capital costs for the Galore Creek project to be Cdn $5 billion -- approximately 127 percent greater than Hatch had estimated in October 2006. Upon the release of this news, the Company's shares declined $10.76 per share, or more than 53 percent, to close on November 26, 2007 at $9.48 per share, on unusually heavy trading volume.
On November 5, 2008, Judge Denise L. Cote signed the Order consolidating several actions under lead case In re NovaGold Resources Inc. Securities Litigation, Master File No. I:08-CY-07041 (DLC). New Orleans Employees' Retirement System was appointed lead plaintiff and Labaton Sucharow LLP was appointed lead counsel. On December 22, 2008, the lead plaintiff filed a Consolidated Class Action Complaint and later filed a Corrected Consolidated Class Action Complaint on December 30, 2008. The defendants responded by filing several motions to dismiss on January 23, 2009.
According to the Memorandum and Opinion #97610 dated June 5, 2009, Judge Cote granted the motions to dismiss the Underwriter Defendants and the Hatch Defendants. The NovaGold Defendants motion to dismiss of the same date is granted with respect to the consolidated complaints Securities Act claims and Exchange Act Section 10(b) claims brought against the NovaGold Officers, the NovaGold Directors, and GCMC, as well as Exchange Act claims against NovaGold that are premised on allegations regarding the finality of the Hatch Study, the use of proceeds from the secondary offering, and the retention of AMEC. Plaintiff is granted leave to replead an Exchange Act Section 10(b) claim based on false statements regarding the Hatch Studys cost estimates and endorsement of the Projects economic viability against defendants Van Nieuwenhuyse and MacDonald. Defendants motion to dismiss the claims of putative class members who reside abroad and who purchased their shares on the Toronto Stock Exchange is also granted. The motion to dismiss the claim that NovaGold misrepresented the Projects cost estimate and viability in contravention of Section 10(b) of the Exchange Act, and the dependent Section 20(a) claim brought against the NovaGold Officers and the NovaGold Directors is denied.
The motion for class certification must be filed by February 5, 2010
According to a press release dated February 16, 2010, NovaGold Resources Inc. has agreed to a C$28 million cash settlement of the class action lawsuit arising from allegations that investors were misled about the economic feasibility of NovaGold’s largest mining project, Galore Creek. The New Orleans Employees’ Retirement System is the Lead Plaintiff in the lawsuit. … This settlement resolves the claims of all of NovaGold’s shareholders who purchased shares on the American Stock Exchange and Toronto Stock Exchange, pending approval of the U.S. Federal Court for the Southern District of New York and the Canadian courts presiding over class actions pending in that country.
The settlement was preliminarily approved on May 10, 2010. The Final Settlement Hearing was set for September 10, 2010. On September 10, 2010, Judge Denise L. Cote approved the final settlement, approved the plan of allocation, and awarded lead counsel attorneys’ fees in the amount of C$ 4,564,000.00 and reimbursement of expenses in the amount of C$ 4,564,000.00. The action is now dismissed with prejudice.